Reference is made to the loan agreement, dated as of September 12, 2007 (as
the same may have been amended, the "Loan Agreement"), among Pure Biofuels
Corp., as Guarantor, Pure Biofuels Del Peru S.A.C. and Palma Industrial S.A.C.,
as Borrowers, and Plainfield Special Situations Master Fund Limited, as Lender
and as Administrative Agent. All capitalized terms used herein without
definition shall have the meanings given to such terms in the Loan Agreement.
The Borrowers and the Guarantor hereby request that the Lender make a Loan
to the Borrowers in the amount of approximately $818,000.00.
The Lender will make such Loan to the Borrowers on the following terms and
conditions:
1. $648,000.00 of the Loan will be funded from the remaining unfunded
portion of the Lender's Commitment (thus reducing such Commitment to
$0.00) and the balance of such Loan will be funded from amount of the
Interest Reserve (thereby reducing the amount of the Interest Reserve
to $0.00).
2. In consideration for the Lender making the Loan to the Borrowers
pursuant to paragraph 1, the Guarantor and the Borrowers agree as
follows:
(a) The Guarantor and the Borrowers will execute and deliver, or
cause to be executed and delivered, all such amendments and
reaffirmations of the Loan Documents, opinions, other documents
and instruments and take, or cause to be taken, all such other
actions, as the Lender require in connection with the making of
the Loan pursuant to paragraph 1.
(b) The Guarantor will execute and deliver or cause to be executed
and delivered, all such amendments and reaffirmations of the
Convertible Note Documents, opinions, other documents and
instruments and take, or cause to be taken, all such other
actions (including, without limitation, a shareholders agreement
to vote in favor of such designees at future shareholder
meetings), as the Lender may require in order to reset the
exercise price of the Warrants based on the Guarantor's common
stock share price as of the close of business today.
(c) The Guarantor will execute and deliver, or cause to be executed
and delivered, all such agreements, opinions, other documents and
instruments and take, or cause to be taken, all such other
actions (including, without limitation, obtaining an agreement of
its shareholders to vote in favor of such designees at future
shareholder meetings), as Plainfield Peru 1 LLC and Plainfield
Peru 2 LLC may require in order to (i) increase the number of
Directors on the Board of Directors of the Guarantor that are
their designees from 1 to either 2 or 3, at the sole discretion
of Plainfield Peru 1 LLC and Plainfield Peru 2 LLC, (ii) cause
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to be elected the Chairman of the Board of
Directors of the Guarantor and (iii) provide such designated
Directors with certain blocking rights they may specify.
(d) The Guarantors and the Borrowers jointly and severally covenant
and agree to pay all costs and expenses (including, without
limitation, legal fees) paid or incurred by the Lender in
connection with the foregoing, within five (5) days following
written notice from the Lender of the amount so incurred or paid
by the Lender.
(e) Any breach of the foregoing terms and conditions shall, at the
election of the Lender, constitute an Event of Default.
Please confirm your agreement to the foregoing by signing and returning
this email to us.
PURE BIOFUELS DEL PERU S.A.C.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
PALMA INDUSTRIAL S.A.C.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
PURE BIOFUELS CORP.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer and Director